Items 5.02 and 5.07 May 2015


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
May 8, 2015
The Andersons, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
000-20557
34-1562374
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
480 West Dussel Drive, Maumee, Ohio
 
43537
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

Registrant’s telephone number, including area code:
 
419-893-5050
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Effective Friday, May 8, 2015, Dennis J. Addis is no longer an officer of The Andersons, Inc. and has stepped down from his daily activities as the President of the Grain Group. He will remain an employee working on several special projects until his retirement effective July 1, 2015. Neill McKinstray, in addition to his current role as President of the Ethanol Group, will assume the role of President of the Grain Group.


Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of the shareholders of The Andersons, Inc. was held on May 8, 2015 to elect nine directors, provide advisory approval or disapproval of executive compensation, to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm and to approve an amendment to the Company's Articles of Incorporation in order to authorize 21 million additional common shares. The results of the voting are as follows:

Proposal 1 - Election of Directors:
Director
 
For
 
Against
 
Withheld
 
Non Votes
Michael J. Anderson
 
18,328,589

 

 
2,158,127

 
5,127,344

Gerard M. Anderson
 
20,265,237

 

 
221,479

 
5,127,344

Catherine M. Kilbane
 
20,274,383

 

 
212,333

 
5,127,344

Robert J. King, Jr.
 
20,268,938

 

 
217,778

 
5,127,344

Ross W. Manire
 
20,255,529

 

 
231,187

 
5,127,344

Donald L. Mennel
 
20,208,094

 

 
278,622

 
5,127,344

Patrick S. Mullin
 
20,269,856

 

 
216,860

 
5,127,344

John T. Stout, Jr.
 
20,273,706

 

 
213,010

 
5,127,344

Jacqueline F. Woods
 
20,246,900

 

 
239,816

 
5,127,344


Proposal 2 - Approval of an amendment to the Company's Articles of Incorporation in order to authorize 21 million additional common shares:
For:
 
24,817,000

Against:
 
632,180

Abstain:
 
164,880

Non Votes:
 


Proposal 3 - Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2015:
For:
 
25,481,758

Against:
 
36,043

Abstain:
 
96,259

Non Votes:
 


Proposal 4 - Advisory approval or disapproval of executive compensation (non-binding):
For:
 
19,981,688

Against:
 
400,385

Abstain:
 
104,643

Non Votes:
 
5,127,344










SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
The Andersons, Inc.
 
 
 
 
 
 
 
May 11, 2015
 
By:
 
/s/ John Granato
 
 
 
 
 
 
 
 
 
Name: John Granato
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer)